Reseller Obligations. 4.1 Without prejudice to its other obligations under this Agreement, the Reseller undertakes to the Supplier that it shall during the Term: 4.1.1 act fairly and reasonably in all dealings with Users; 4.1.2 not act in such a way as to cause a degradation of service to any of the Supplier’s other 4.1.3 not lose or cause the Supplier and any company within the Supplier’s group of companies to lose or breach its authorisation to act as a public communications provider; 4.1.4 market and resell the Services using such skill and care as may reasonably be expected of a highly competent marketer and reseller of similar services; 4.1.5 keep complete and proper books of account and records in compliance with any requirements that apply to the Reseller under Applicable Law; 4.1.6 promptly provide the Supplier with such assistance and information as it may reasonably require from time to time to comply with its obligations under this Agreement, and in order to verify that the Reseller is complying with its obligations under this Agreement; 4.1.7 be responsible for obtaining and keeping in force any authorisations, licences, permits or consents necessary or required either by Applicable Law, or for marketing, receiving, using or reselling any of the Services; 4.1.8 take all reasonable steps to prevent the misuse of the Supplier Network including sending, storing, uploading, downloading, reproducing or knowingly receiving using or re-using any offensive, obscene, menacing, abusive, defamatory or illegal material or in a manner which is either fraudulent or infringes the rights of any person; 4.1.9 not use or permit the Services to be used for any illegal, fraudulent, immoral or unlawful purpose, or any purpose other than that for which the Services are provided; 4.1.10 procure all necessary rights and licences to enable the Supplier to exercise its rights and/or perform its obligations under this Agreement and Applicable Law in respect of the Services, including in respect of any third party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences. 4.1.11 promptly provide the Supplier with such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreement; 4.1.12 procure for and provide the Supplier with such access to any premises, systems and networks as the Supplier may reasonably require for the purposes of delivering the Services and co-operate with the Supplier’s reasonable requests from time to time for assistance and information to enable the Supplier to perform its obligations under this Agreement and comply with its obligations under Applicable Laws; where applicable permit the supplier/or any of its appointed representatives (on reasonable notice and during normal Business Hours) to enter onto any of the Reseller’s premises to audit the Resellers compliance with its obligations under this agreement. The Resellers shall co-operate in all respects with any audit and allow the Supplier and/or its appointed representatives access to relevant documents, date, software, equipment and other relevant materials; 4.1.13 take all reasonable steps to prevent unlawful intrusion into any equipment, software or systems connected with the Service; 4.1.14 comply with and procure that the Users comply with the WSP; 4.1.15 procure that each User does not and the Reseller shall not knowingly permit or allow any User to act, or fail to act, in a way which would cause the Reseller to breach its obligations under this Agreement; 4.1.16 notify the Supplier promptly in writing of any change to its name, operating address or registered office address. 4.1.17 comply with, insofar as they relate to the Services provided under this Agreement: 4.1.17.1 the Acceptable Use Policy; 4.1.17.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority; 4.1.17.3 all reasonable instructions of the Supplier or a Third Party Services Provider; and 4.1.17.4 all instructions issued by a regulatory body and notified to the Reseller. 4.2 If the Reseller uses a Service in breach of clause 4.1 or supplies a Service to a User who is, or whose actions put the Reseller, in breach of clause 4.1, the Supplier may on written notice to the Reseller suspend the relevant Service in respect of the Reseller and/or the offending User, without prejudice to the Supplier’s other rights arising out of or in connection with the Agreement. If the Supplier is unable to suspend a Service to a User, the Reseller shall effect such suspension on the Supplier’s behalf. 4.3 If the Supplier disconnects or suspends the Service in accordance with clause 4.2, then (without prejudice to the Supplier’s other rights arising out of or in connection with the Agreement) the Supplier shall reconnect the Service as soon as reasonably practicable once it is satisfied that: the breach in question has been remedied (unless the breach in question cannot be remedied); and, that appropriate technical, organisational, security or other measures have been put in place to prevent any further breaches by the Reseller or the User. All Charges shall remain payable during any period of suspension and the Supplier shall also be entitled to invoice the Reseller for the Charges associated with such reconnection and the same shall be payable by the Reseller in accordance with clause 5.
Appears in 2 contracts
Samples: Reseller Agreement, Reseller Agreement
Reseller Obligations. 4.1 Without prejudice to its other obligations under this Agreement, the Reseller undertakes to the Supplier that it shall during the Term:
4.1.1 act fairly and reasonably in all dealings with Users;
4.1.2 not act in such a way as to cause a degradation of service to any of the Supplier’s other
4.1.3 not lose or cause the Supplier and any company within the Supplier’s group of companies to lose or breach its authorisation to act as a public communications provider;
4.1.4 market and resell the Services using such skill and care as may reasonably be expected of a highly competent marketer and reseller of similar services;
4.1.5 keep complete and proper books of account and records in compliance with any requirements that apply to the Reseller under Applicable Law;
4.1.6 promptly provide the Supplier with such assistance and information as it may reasonably require from time to time to comply with its obligations under this Agreement, and in order to verify that the Reseller is complying with its obligations under this Agreement;
4.1.7 be responsible for obtaining and keeping in force any authorisations, licences, permits or consents necessary or required either by Applicable Law, or for marketing, receiving, using or reselling any of the Services;
4.1.8 take all reasonable steps to prevent the misuse of the Supplier Network including sending, storing, uploading, downloading, reproducing or knowingly receiving using or re-using any offensive, obscene, menacing, abusive, defamatory or illegal material or in a manner which is either fraudulent or infringes the rights of any person;
4.1.9 not use or permit the Services to be used for any illegal, fraudulent, immoral or unlawful purpose, or any purpose other than that for which the Services are provided;
4.1.10 procure all necessary rights and licences to enable the Supplier to exercise its rights and/or perform its obligations under this Agreement and Applicable Law in respect of the Services, including in respect of any third party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences.
4.1.11 promptly provide the Supplier with such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreement;
4.1.12 procure for and provide the Supplier with such access to any premises, systems and networks as the Supplier may reasonably require for the purposes of delivering the Services and co-operate with the Supplier’s reasonable requests from time to time for assistance and information to enable the Supplier to perform its obligations under this Agreement and comply with its obligations under Applicable Laws; where applicable permit the supplier/or any of its appointed representatives (on reasonable notice and during normal Business Hours) to enter onto any of the Reseller’s premises to audit the Resellers compliance with its obligations under this agreement. The Resellers shall co-operate in all respects with any audit and allow the Supplier and/or its appointed representatives access to relevant documents, date, software, equipment and other relevant materials;
4.1.13 take all reasonable steps to prevent unlawful intrusion into any equipment, software or systems connected with the Service;
4.1.14 comply with and procure that the Users comply with the WSP;
4.1.15 procure that each User does not and the Reseller shall not knowingly permit or allow any User to act, or fail to act, in a way which would cause the Reseller to breach its obligations under this Agreement;
4.1.16 4.1.15 notify the Supplier promptly in writing of any change to its name, operating address or registered office address.
4.1.17 4.1.16 comply with, insofar as they relate to the Services provided under this Agreement:
4.1.17.1 4.1.16.1 the Acceptable Use Policy;
4.1.17.2 4.1.16.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority;
4.1.17.3 4.1.16.3 all reasonable instructions of the Supplier or a Third Party Services Provider; and
4.1.17.4 4.1.16.4 all instructions issued by a regulatory body and notified to the Reseller.
4.2 If the Reseller uses a Service in breach of clause 4.1 or supplies a Service to a User who is, or whose actions put the Reseller, in breach of clause 4.1, the Supplier may on written notice to the Reseller suspend the relevant Service in respect of the Reseller and/or the offending User, without prejudice to the Supplier’s other rights arising out of or in connection with the Agreement. If the Supplier is unable to suspend a Service to a User, the Reseller shall effect such suspension on the Supplier’s behalf.
4.3 If the Supplier disconnects or suspends the Service in accordance with clause 4.2, then (without prejudice to the Supplier’s other rights arising out of or in connection with the Agreement) the Supplier shall reconnect the Service as soon as reasonably practicable once it is satisfied that: the breach in question has been remedied (unless the breach in question cannot be remedied); and, that appropriate technical, organisational, security or other measures have been put in place to prevent any further breaches by the Reseller or the User. All Charges shall remain payable during any period of suspension and the Supplier shall also be entitled to invoice the Reseller for the Charges associated with such reconnection and the same shall be payable by the Reseller in accordance with clause 5.
Appears in 2 contracts
Samples: Reseller Agreement, Reseller Agreement
Reseller Obligations. 4.1 Without prejudice to its other obligations under this Agreement, the Reseller undertakes to the Supplier that it shall during the Term:
4.1.1 act fairly and reasonably in all dealings with Users;
4.1.2 not act in such a way as to cause a degradation of service to any of the Supplier’s otherother resellers or customers;
4.1.3 not lose or cause the Supplier and any company within the Supplier’s group of companies to lose or breach its authorisation to act as a public communications provider;
4.1.4 market and resell the Services using such skill and care as may reasonably be expected of a highly competent marketer and reseller of similar services;
4.1.5 keep complete and proper books of account and records in compliance with any requirements that apply to the Reseller under Applicable Law;
4.1.6 promptly provide the Supplier with such assistance and information as it may reasonably require from time to time to comply with its obligations under this Agreement, and in order to verify that the Reseller is complying with its obligations under this Agreement;
4.1.7 be responsible for obtaining and keeping in force any authorisations, licences, permits or consents necessary or required either by Applicable Law, or for marketing, receiving, using or reselling any of the Services;
4.1.8 take all reasonable steps to prevent the misuse of the Supplier Network including sending, storing, uploading, downloading, reproducing or knowingly receiving using or re-using any offensive, obscene, menacing, abusive, defamatory or illegal material or in a manner which is either fraudulent or infringes the rights of any person;
4.1.9 not use or permit the Services to be used for any illegal, fraudulent, immoral or unlawful purpose, or any purpose other than that for which the Services are provided;
4.1.10 procure all necessary rights and licences to enable the Supplier to exercise its rights and/or perform its obligations under this Agreement and Applicable Law in respect of the Services, including in respect of any third party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences.
4.1.11 promptly provide the Supplier with such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreement;
4.1.12 procure for and provide the Supplier with such access to any premises, systems and networks as the Supplier may reasonably require for the purposes of delivering the Services and co-operate with the Supplier’s reasonable requests from time to time for assistance and information to enable the Supplier to perform its obligations under this Agreement and comply with its obligations under Applicable Laws; where applicable permit the supplier/or any of its appointed representatives (on reasonable notice and during normal Business Hours) to enter onto any of the Reseller’s premises to audit the Resellers compliance with its obligations under this agreement. The Resellers shall co-operate in all respects with any audit and allow the Supplier and/or its appointed representatives access to relevant documents, date, software, equipment and other relevant materials;
4.1.13 take all reasonable steps to prevent unlawful intrusion into any equipment, software or systems connected with the Service;
4.1.14 comply with and procure that the Users comply with the WSP;
4.1.15 procure that each User does not and the Reseller shall not knowingly permit or allow any User to act, or fail to act, in a way which would cause the Reseller to breach its obligations under this Agreement;
4.1.16 notify the Supplier promptly in writing of any change to its name, operating address or registered office address.
4.1.17 comply with, insofar as they relate to the Services provided under this Agreement:
4.1.17.1 the Acceptable Use Policy;
4.1.17.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority;
4.1.17.3 all reasonable instructions of the Supplier or a Third Party Services Provider; and
4.1.17.4 all instructions issued by a regulatory body and notified to the Reseller.
4.2 If the Reseller uses a Service in breach of clause 4.1 or supplies a Service to a User who is, or whose actions put the Reseller, in breach of clause 4.1, the Supplier may on written notice to the Reseller suspend the relevant Service in respect of the Reseller and/or the offending User, without prejudice to the Supplier’s other rights arising out of or in connection with the Agreement. If the Supplier is unable to suspend a Service to a User, the Reseller shall effect such suspension on the Supplier’s behalf.
4.3 If the Supplier disconnects or suspends the Service in accordance with clause 4.2, then (without prejudice to the Supplier’s other rights arising out of or in connection with the Agreement) the Supplier shall reconnect the Service as soon as reasonably practicable once it is satisfied that: the breach in question has been remedied (unless the breach in question cannot be remedied); and, that appropriate technical, organisational, security or other measures have been put in place to prevent any further breaches by the Reseller or the User. All Charges shall remain payable during any period of suspension and the Supplier shall also be entitled to invoice the Reseller for the Charges associated with such reconnection and the same shall be payable by the Reseller in accordance with clause 5.
Appears in 1 contract
Samples: Wholesale Master Services Agreement
Reseller Obligations. 4.1 Without prejudice to its other obligations under this Agreement, the Reseller undertakes to the Supplier that it shall during the Term:
4.1.1 act fairly and reasonably in all dealings with Users;
4.1.2 not act in such a way as to cause a degradation of service to any of the Supplier’s otherother resellers or customers;
4.1.3 not lose or cause the Supplier and any company within the Supplier’s group of companies to lose or breach its authorisation to act as a public communications provider;
4.1.4 market and resell the Services using such skill and care as may reasonably be expected of a highly competent marketer and reseller of similar services;
4.1.5 keep complete and proper books of account and records in compliance with any requirements that apply to the Reseller under Applicable Law;
4.1.6 promptly provide the Supplier with such assistance and information as it may reasonably require from time to time to comply with its obligations under this Agreement, and in order to verify that the Reseller is complying with its obligations under this Agreement;
4.1.7 be responsible for obtaining and keeping in force any authorisations, licences, permits or consents necessary or required either by Applicable Law, or for marketing, receiving, using or reselling any of the Services;
4.1.8 take all reasonable steps to prevent the misuse of the Supplier Network including sending, storing, uploading, downloading, reproducing or knowingly receiving using or re-using any offensive, obscene, menacing, abusive, defamatory or illegal material or in a manner which is either fraudulent or infringes the rights of any person;
4.1.9 not use or permit the Services to be used for any illegal, fraudulent, immoral or unlawful purpose, or any purpose other than that for which the Services are provided;
4.1.10 procure all necessary rights and licences to enable the Supplier to exercise its rights and/or perform its obligations under this Agreement and Applicable Law in respect of the Services, including in respect of any third party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences.
4.1.11 promptly provide the Supplier with such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreement;
4.1.12 procure for and provide the Supplier with such access to any premises, systems and networks as the Supplier may reasonably require for the purposes of delivering the Services and co-operate with the Supplier’s reasonable requests from time to time for assistance and information to enable the Supplier to perform its obligations under this Agreement and comply with its obligations under Applicable Laws; where applicable permit the supplier/or any of its appointed representatives (on reasonable notice and during normal Business Hours) to enter onto any of the Reseller’s premises to audit the Resellers compliance with its obligations under this agreement. The Resellers shall co-operate in all respects with any audit and allow the Supplier and/or its appointed representatives access to relevant documents, date, software, equipment and other relevant materials;
4.1.13 take all reasonable steps to prevent unlawful intrusion into any equipment, software or systems connected with the Service;
4.1.14 comply with and procure that the Users comply with the WSP;
4.1.15 procure that each User does not and the Reseller shall not knowingly permit or allow any User to act, or fail to act, in a way which would cause the Reseller to breach its obligations under this Agreement;
4.1.16 4.1.15 notify the Supplier promptly in writing of any change to its name, operating address or registered office address.
4.1.17 4.1.16 comply with, insofar as they relate to the Services provided under this Agreement:
4.1.17.1 4.1.16.1 the Acceptable Use Policy;
4.1.17.2 4.1.16.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority;
4.1.17.3 4.1.16.3 all reasonable instructions of the Supplier or a Third Party Services Provider; and
4.1.17.4 4.1.16.4 all instructions issued by a regulatory body and notified to the Reseller.
4.2 If the Reseller uses a Service in breach of clause 4.1 or supplies a Service to a User who is, or whose actions put the Reseller, in breach of clause 4.1, the Supplier may on written notice to the Reseller suspend the relevant Service in respect of the Reseller and/or the offending User, without prejudice to the Supplier’s other rights arising out of or in connection with the Agreement. If the Supplier is unable to suspend a Service to a User, the Reseller shall effect such suspension on the Supplier’s behalf.
4.3 If the Supplier disconnects or suspends the Service in accordance with clause 4.2, then (without prejudice to the Supplier’s other rights arising out of or in connection with the Agreement) the Supplier shall reconnect the Service as soon as reasonably practicable once it is satisfied that: the breach in question has been remedied (unless the breach in question cannot be remedied); and, that appropriate technical, organisational, security or other measures have been put in place to prevent any further breaches by the Reseller or the User. All Charges shall remain payable during any period of suspension and the Supplier shall also be entitled to invoice the Reseller for the Charges associated with such reconnection and the same shall be payable by the Reseller in accordance with clause 5.
Appears in 1 contract
Samples: Reseller Agreement
